UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]☐

Check the appropriate box:

INTEGRITY APPLICATIONS,GLUCOTRACK, INC.

(Name of Registrant as Specified in Itsits Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other thanThan the Registrant)

Payment of Filing Fee (check the appropriate box):

INTEGRITY APPLICATIONS,GLUCOTRACK, INC.

19 Ha’Yahalomim St., P.O. Box 12163301 Route 17 North, Ste. 800

Ashdod, Israel L3 7760049Rutherford, NJ 07070

(972) (8) 675-7878(201) 842-7715

NOTICE OF 20192023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 24, 2020APRIL 26, 2024

To the Stockholders of Integrity Applications, Inc.:GlucoTrack, Inc:

The 20192023 Annual Meeting of Stockholders (the “Annual Meeting”) of Integrity Applications,GlucoTrack, Inc., a Delaware corporation (the “Company”), will be held on March 24, 2020April 26, 2024 at 10:00 a.m., Eastern Standard Time, at Fairfield Inn & Suites Wellington-West Palm Beach, located at 10616 Forest Hill Boulevard, Wellington, FL 33414, USAwww.virtualshareholdermeeting.com/GCTK2024, for the following purposes:

The Board unanimously recommends a vote “FOR” each of Proposal 1, Proposal 3, and Proposal 4, a vote “FOR” the approval of each of the Director Nominees in Proposal 2 and a vote for “THREE YEARS” for Proposal 5.

1. To grantPursuant to our Bylaws, our Board of Directors discretionary authority to effect a reverse split of our issued and outstanding stock

2. To increase our authorized shares of common stock from 200,000,000 to 500,000,000

3. To re-elect our Board of Directors

4. To ratify appointment of our auditors to conduct our audit for the year ended December 31, 2019

5. To approve amendments to the 2010 Equity Incentive Plan

6. To change the Company’s name from Integrity Applications, Inc. to GlucoTrack, Inc.

7. To transact such other business as may properly be brought before the Annual Meeting, and at any adjournments or postponements of the Annual Meeting.

Holders of record of the Company’s Common Stock athas fixed the close of business on February 25, 202026, 2024 as the record date (the “Record Date”) arefor a determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponementsadjournment thereof. Holders of our Common Stock are entitled to vote at the Annual Meeting. In the event that there are insufficient shares present in person or represented by proxy at the Annual Meeting in order to obtain a quorum, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies.

StockholdersThe Annual Meeting will be held as ofa virtual meeting via live webcast on the Record Date mayInternet on Friday, April 26, 2024, at 10 a.m. Eastern Time. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in personperson. Shareholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/GCTK2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or telephonically by dialing in:on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Israel Dial in number : +972-3-9180699;The accompanying proxy statement is dated April 1, 2024, and is first being mailed to stockholders of the Company on or USA Dial in number : +1-866-297-0242 or +1-868-545-1212

Participants access number: 91626#

ALL STOCKHOLDERS AS OF FEBRUARY 25, 2020 ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER, EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES OVER THE INTERNET, BY TELEPHONE OR BY MAIL FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ARE ABLE TO ATTEND THE MEETING. THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. VOTING OVER THE INTERNET, BY TELEPHONE OR BY MAILING A PROXY CARD WILL NOT LIMIT YOUR RIGHT TO ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON.about April 2, 2024.

By Order of the Board of Directors,

David Malka, PresidentPaul V. Goode, PhD, Chief Executive Officer

February 26, 2020April 1, 2024

GLUCOTRACK, INC.

PROXY STATEMENT

FOR THE 20192023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 24, 2020APRIL 26, 2024

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why didam I receive this proxy?receiving these materials?

The Board of Directors (the “Board” or “Board of Integrity Applications,Directors”) of GlucoTrack, Inc. (“Integrity”GlucoTrack” or the “Company”) is furnishing this proxy statement (this “Proxy Statement”) to solicit proxies on its behalf to be voted at the 2019Company’s 2023 Annual Meeting of Stockholders of Integrity (the “Annual Meeting”) or at any adjournment or postponement thereof. The Annual Meeting is scheduled to be held on March 24, 2020April 26, 2024 at 10:00 a.m., Eastern Standard Time, atEastern Standard Time, at Fairfield Inn & Suites Wellington-West Palm Beach, located at 10616 Forest Hill Boulevard, Wellington, FL 33414, USAwww.virtualshareholdermeeting.com/GCTK2024. The information you need to know to vote by proxy or in person at the Annual Meeting is included in this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement. You do not need to attend the Annual Meeting in person in order to vote.

WhenWhat is included in these materials?

These materials include this Proxy Statement, a proxy statement first being sent or given to security holders?card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”).

What is the purpose of the Annual Meeting?

This is the 2023 Annual Meeting of the Company’s stockholders. At the meeting, you will be voting upon:

How does the Board recommend that I vote?

We will begin mailing this Proxy Statementon or about February 28, 2020 to holdersThe Board unanimously recommends that the stockholders vote “FOR” each of recordProposal 1, Proposal 3 and Proposal 4, “FOR” the approval of Integrity’s common stock, par value $0.001 per share (the “Common Stock”) ateach of the close of business on February 25, 2020.Director Nominees in Proposal 2 and a vote for “THREE YEARS” for Proposal 5.

How do proxies work?

Our Board is asking for your proxy. This means that you authorize persons selected by us to vote your shares at the meeting in the way you instruct and, with regard to any other business that may properly come before the meeting, as they think best.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

The Company has adopted a procedure called “householding,” which the Securities and Exchange Commission (the “SEC”) has approved. Under this procedure, if requested to deliver proxy materials, we deliver a single copy of the Proxy Statement and the Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs, and the environmental impact of our annual meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Proxy Statement and the Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents.

To receive a separate copy of the Proxy Statement and the Annual Report, you may contact us at the following address and phone number:

GlucoTrack, Inc.

Corporate Secretary

301 Rte 17 North, Ste. 800

Rutherford, NJ 07070

Telephone: (201) 842-7715

Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Who is entitled to vote at the Annual Meeting?

Holders of record of Integrity’s Common Stock (the “Voting Stock”) atOur Board has fixed the close of business on February 25, 2020,26, 2024 as the record date“Record Date” for the Annual Meeting, area determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponementthereof. You can vote at the Annual Meeting if you held shares of our Common Stock (the “Voting Stock”) as of the close of business on the Record Date. On the Record Date, there were 32,703,520 shares of Common Stock outstanding. Each share of Common Stock entitles the holder thereof to one vote.

A list of stockholders of record entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices located at 301 Rte 17 North, Ste. 800, Rutherford, NJ 07070 for a period of at least ten (10) days prior to the Annual Meeting and during the meeting. The stock transfer books will not be closed between the Record Date and the date of the Annual Meeting. On the record date, there were issued and outstanding: 199,358,436 shares of Common Stock

What is the quorum for the meeting?difference between holding shares as a record holder and as a beneficial owner (holding shares in street name)?

The presence,If your shares are registered in personyour name with our transfer agent, Equiniti Trust Company, LLC, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the Annual Meeting?

Record holders and beneficial owners on the Record Date may attend the Annual Meeting. If your shares are held in street name and you would like to vote your shares at the Annual Meeting, you will need to obtain a valid proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.

How do I vote?

Stockholders of Record

For your convenience, our record holders have the following methods of voting:

Beneficial Owners of Shares Held in Street Name

For your convenience, our beneficial owners have the following methods of voting:

If you vote by Internet or by telephone, please DO NOT mail your proxy card.

How will my shares be voted?

All shares which are entitled to vote and represented by a properly completed, executed and delivered proxy received before the Annual Meeting and not revoked will be voted at the Annual Meeting as instructed by you in a proxy delivered before the Annual Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted “FOR” each of Proposal 1, Proposal 3 and Proposal 4, “FOR” the approval of each of the Director Nominees and for “THREE YEARS” for Proposal 6, and with regard to any other matters that may be properly presented at the Annual Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Is my vote confidential?

Yes, your vote is confidential. The only persons who have access to your vote are the inspector of election, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

What constitutes a quorum?

To carry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the outstanding shares of Voting Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum atas of the Annual Meeting.Record Date are represented in person or by proxy. Abstentions and broker non-votes (described below) will be counted as present for purposes of determining the presence of a quorum at the meeting but will not be counted as present for any other purpose. No business may be conducted at the Annual Meeting if a quorum is not present. If less than a majority of outstanding shares of Voting Stock entitled to vote are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment is taken, unless a new record date is fixed for the Annual Meeting (in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting).

How many votes do I have?

Each share of Common Stock entitles its owner to one vote on all matters brought before the Annual Meeting.

How do stockholders of record vote?

If you are a record holder, which means your shares are registered in your name, you may vote or submit a proxy:

1.Over the Internet — If you have Internet access, you may authorize the voting of your shares by following the internet voting instructions set forth in the proxy card. You must specify how you want your shares voted, or your vote will not be registered and you will receive an error message. Your shares will be voted according to your instructions.

2.By Telephone — You may authorize the voting of your shares by following the telephone voting instructions set forth in the proxy card. You must specify how you want your shares voted, or your vote will not be registered and you will receive an error message. Your shares will be voted according to your instructions.

3.By Mail — You may mail the proxy card using the postage prepaid envelope provided. Your shares will be voted according to your instructions. If you sign your proxy card but do not specify how you want your shares voted, they will be voted in accordance with the recommendations of the Board. Unsigned proxy cards will not be voted.

4.In Person at the Meeting — If you attend the Annual Meeting, you may deliver a completed and signed proxy card in person or you may vote by completing a ballot, which Integrity will provide to you at the Annual Meeting. To vote in person, you will need to bring proof of identity to be allowed entry into the meeting.

How do I vote my shares in person if they are held by my broker?

If you hold your shares of Voting Stock through a broker, bank or other financial institution, you are considered the beneficial owner of shares held in “street name,” and you will receive instructions on how to vote from your broker, bank or other institution. If you hold shares of Voting Stock in street name and wish to vote in person at the meeting, you must present a recent proxy validating your ownership of the shares of Voting Stock that you intend to vote from your bank, broker or other nominee that held your shares of Voting Stock as of the record date.Record Date. You will also need proof of identity for entrance to the meeting.

What am I voting on?

At the Annual Meeting, Integrity’s stockholders will be asked to vote on the following proposals:

1. To grant our Board of Directors discretionary authority to effect a reverse split of our issued and outstanding stock

2. To increase our authorized shares of common stock from 200,000,000 to 500,000,000

3. To re-elect our Board of Directors

4. To ratify appointment of our auditors to conduct our audit for the year ended December 31, 2019

5. To approve amendments to the 2010 Equity Incentive Plan

6. To change the Company’s name from Integrity Applications, Inc. to GlucoTrack, Inc.

7. To transact such other business as may properly be brought before the Annual Meeting, and at any adjournments or postponements of the Annual Meeting.

What vote is required for the proposals?

Proposal 1 – Reverse Stock Split

Proposal No.		Proposal		Vote Required		Broker Discretionary Vote Allowed
(1)		Approval of the 2024 Plan		A majority of shares present and entitled to vote		No
(2)		Election of six directors		A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote		No
(3)		Approval of Reverse Stock Split		A majority of votes cast		Yes
(4)		Ratification of the appointment of Fahn Kanne as the Company’s independent registered accounting firm for the fiscal year ended December 31, 2023		A majority of shares present and entitled to vote		Yes

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of our common stock (“Voting Stock”) on our record date.

Proposal 5 – 2010 Equity Incentive Plan

If a quorum is present, this will require the vote of a majority of the shares present and entitled to vote at the Meeting.

Proposal 6 – Name Change

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of Voting Stock on our record date.

How are abstentions and broker “non-votes” treated?

Abstentions

Pursuant to Delaware law, abstentions are counted as present for purposes of determining thenumber of shares of Voting Stock present in person or represented by proxy and entitled to vote at the Annual Meeting. As a result, abstentions will have the same effect as a vote AGAINST all proposals.proposals.

Broker “non-votes”

Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but may not vote those shares with respect to “non-routine” matters.

Pursuant to Delaware law, broker non-votes will be counted as present for purposes of determining the presence of a quorum at the meeting but will not be counted as present for any other purpose.

Proposal Nos. 1, 2 5 and 65 are considered as “non-routine” matters. As a result, a broker or nominee will not be able to vote your shares with respect to Proposal Nos. 2, 5 and 6, absent your voting instructions.for these proposals. For this reason,we urge you to give voting instructions to your broker. If any “routine” matters are properly brought before the Annual Meeting, then brokers and nominees holding shares in street name will be permitted to vote those shares in their discretion for any such routine matters.

Will there be any other items of business on the agenda?

The Board of Directors does not know of any other matters that may be brought before the Annual Meeting, nor does it foresee or have reason to believe that any other matters will be brought before the Annual Meeting. In the event that any other matter should come before the Annual Meeting, the persons named in the proxy that is submitted via the Internet or mail will have discretionary authority to vote all proxies unless otherwise specified to the contrary with respect to such matters in accordance with the recommendation of the Board of Directors.

What happens if I submit or return my proxy card without voting?

If you properly submit your proxy via the Internet or mail, the shares it represents will be voted at the Annual Meeting in accordance with your directions. If you properly submit your proxy with no direction, the proxy will be voted “FOR” all Proposals.Board.

Can I change my vote after I have voted?

If you have submitted a proxy pursuant to this solicitation, you may revoke such proxy at any time prior to its exercise by:

With respect to Internet and telephone votes, the last vote transmitted will be the vote counted. Attendance at the Annual Meeting will not, in itself, constitute revocation of a proxy.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your stockbroker, bank or other nominee pursuant to the instructions you have received from them.

Will anyone contact me regarding this vote?

No arrangements or contracts have been made with any proxy solicitors as of the date of this proxy statement.Proxy Statement. However, Integritythe Company mayretain a proxy solicitor if it appears reasonably likely that it may not obtain a quorum to conduct the Annual Meeting.In addition, Integrity’sthe Company’s directors, officers and employees may solicit proxies in person and by telephone or facsimile; however, these persons will not receive any additional compensation for any such solicitation efforts.

Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held as of the record dateRecord Date by them.

Who has paid for this proxy solicitation?

All expenses incurred in connection withThe Company will bear the cost of solicitation of proxies. In addition to the solicitation of proxies includingby mail, our officers and employees may solicit proxies in person or by telephone. The Company may reimburse brokers or persons holding stock in their names, or in the printingnames of their nominees, for their expenses in sending proxies and mailing of this Proxy Statement, will be borne by Integrity.proxy material to beneficial owners.

How do I obtain a list of Integrity’sthe Company’s stockholders?

A list of Integrity’sthe Company’s stockholders as of February 25, 2020,26, 2024, the record dateRecord Date for the Annual Meeting, will be available for inspection at Integrity’sthe Company’s corporate headquarters, located at19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, Israel L3 7760049, 301 Rte 17 North, Rutherford, NJ 07070 during normal business hours during the 10-day period immediately prior to the Annual Meeting.

Do I have appraisal rights?

Our stockholders do not have appraisal rights under Delaware law or under our governing documents with respect to the matters to be voted upon at the Annual Meeting.

[remainderHow can I find out the results of page intentionally left blank]the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file with the SEC within four (4) business days after the Annual Meeting.

MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSALS 1, 3, AND 4, “FOR” THE APPROVAL OF THE DIRECTOR NOMINEES IN PROPOSAL 2 AND FOR “THREE YEARS” FOR PROPOSAL 5.

PROPOSAL NO. 1:1

APROVAL OF 2024 EQUITY INCENTIVE PLAN

At the Annual Meeting, our shareholders will be asked to consider and vote upon a proposal to approve the GlucoTrack, Inc. 2024 Equity Incentive Plan, which is referred to herein as the “2024 Plan,” a copy of which is attached to this Proxy Statement as Appendix A.

On March 22, 2024, our Board adopted and approved the 2024 Plan, subject to stockholder approval. The 2024 Plan will become effective on the date it is approved by our stockholders at the 2023 Annual Meeting and, following stockholder approval, no additional stock awards will be granted under the Company’s 2010 Incentive Compensation Plan (the “2010 Plan”) provided that any awards outstanding will continue to be outstanding and in effect, until they are exercised, vest or are terminated under the provisions of the applicable plan.

If the 2024 Plan is not approved by our stockholders, it will not become effective and no awards will be granted thereunder, and the Company may continue to make grants under the 2010 Plan subject to the terms of those plans, as applicable.

Reasons for the Adoption of the 2024 Equity Incentive Plan

Currently, equity incentive awards are made by the Company in the form of stock option and restricted stock awards under the 2010 Plan. As of the Record Date, there were 6,374,015 shares of Common Stock remaining for issuance of options under the 2010 Plan.

Management has determined that it is in the best interests of the Company to replace the 2010 Plan with the 2024 Plan, pursuant to which we will be able to grant awards of options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

Summary of Material Terms of the 2024 Equity Incentive Plan

The following is a summary of the material features of the 2024 Plan. This summary is qualified in its entirety by the full text of the 2024 Plan, a copy of which is included as Appendix A to this Proxy Statement.

Purpose

The purpose of the 2024 Plan is to provide employees, directors, and consultants with opportunities to acquire the Company’s shares, or to receive monetary payments based on the value of such shares. Equity awards and equity-linked compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those of our stockholders.

Eligibility

Persons eligible to participate in the 2024 Plan will be employees, directors, and consultants of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion, including prospective officers, employees, non-employee directors and consultants. Any awards granted to such a prospect before the individual’s start date may not become vested or exercisable, and no shares may be issued to such individual, before the date the individual first commences performance of services with the Company. As of the date of this Proxy Statement, approximately 17 individuals will be eligible to participate in the 2024 Plan, which includes approximately eleven (11) employees, six (6) directors, and zero (0) consultants.

Administration

The 2024 Plan will be administered by the Compensation Committee of our Board of Directors, our Board of Directors, or such other similar committee pursuant to the terms of the 2024 Plan. The plan administrator, which initially will be the Compensation Committee of our Board of Directors, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2024 Plan. The plan administrator may delegate to one or more officers of the Company, the authority to grant awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.

Share Reserve

Up to 2,675,636 shares of our Common Stock may be issued under the 2024 Plan. Following stockholder approval of the 2024 Plan, no new awards will be made under the 2010 Plan.

2,675,636 shares of our Common Stoc may be issued upon the exercise of incentive stock options.

Shares issuable under the 2024 Plan may be authorized, but unissued, or reacquired shares of Common Stock. Shares underlying any awards under the 2024 Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2024 Plan, although shares shall not again become available for issuance as incentive stock options..

Annual Limitation on Awards to Non-Employee Directors

The 2024 Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the Company’s Board of Directors, and $500,000 in any other calendar year.

Types of Awards

The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, “awards”). Unless otherwise set forth in an individual award agreement, each award shall vest over a three (3) year period, with one-third (1/3) of the award vesting on the first annual anniversary of the date of grant and the remaining portion of the award vesting monthly thereafter.

Stock Options. The 2024 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2024 Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2024 Plan.

The exercise price of each option will be determined by the plan administrator, but such exercise price may not be less than 100% of the fair market value of one share of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten (10) years from the date of grant (or five years for an incentive stock option granted to a 10% or greater stockholder). The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the plan administrator, by delivery (or attestation to the ownership) of the shares of Company Common Stock that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law and approval of the plan administrator, the exercise price may also be made by means of a broker-assisted cashless exercise. In addition, the plan administrator may permit nonqualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

Stock Appreciation Rights. The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Common Stock or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price, as set by the plan administrator. The term of each stock appreciation right will be set by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

Restricted Stock. A restricted stock award is an award of shares of Common Stock that vests in accordance with the terms and conditions established by the plan administrator. The plan administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive dividends, if applicable.

Restricted Stock Units. Restricted stock units are the right to receive shares of Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in shares of Common Stock, cash, other securities, other property, or a combination of the foregoing, as determined by the plan administrator.

The holders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the 2024 Plan may, at the plan administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one share of Common Stock while each restricted stock unit is outstanding. Dividend equivalents may be converted into additional restricted stock units. Settlement of dividend equivalents may be made in the form of cash, shares of Common Stock, other securities, other property, or a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

Other Stock-Based Awards. Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2024 Plan and/or cash awards made outside of the 2024 Plan. The plan administrator shall have authority to determine the persons to whom and the time or times at which other stock-based awards will be made, the amount of such other stock-based awards, and all other conditions, including any dividend and/or voting rights.

Repricing

The 2024 Plan authorizes the plan administrator to take the following repricing actions without stockholder approval: (i) modify the purchase price or the exercise price of any outstanding award or (ii) cancel any award in exchange for cash or another award.

Tax Withholding

Participants in the 2024 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from the shares of Common Stock to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due. The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due.

Equitable Adjustments

In the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting shares of Common Stock, the maximum number and kind of shares reserved for issuance or with respect to which awards may be granted under the 2024 Plan will be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the number, kind, and exercise price of shares of Common Stock covered by outstanding awards made under the 2024 Plan.

Change in Control

In the event of any proposed change in control (as defined in the 2024 Plan), the plan administrator will take any action as it deems appropriate, which action may include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation; (ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change in control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise price). Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume or substitute for the award, a participant shall fully vest in and have the right to exercise the award as to all shares of Common Stock, including those that would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting criteria will be deemed achieved at targeted levels.

Transferability of Awards

Unless determined otherwise by the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant. If the plan administrator makes an award transferable, such award will contain such additional terms and conditions as the plan administrator deems appropriate.

Term

The 2024 Plan became effective when approved by our shareholders, and, unless terminated earlier, the 2024 Plan will continue in effect for a term of ten (10) years.

Amendment and Termination

Our Board may amend or terminate the 2024 Plan at any time. Any such termination will not affect outstanding awards. No amendment or termination of Directorsthe 2024 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares available for issuance under the 2024 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2024 Plan.

Recoupment Policy

All awards granted under the 2024 Plan, all amounts paid under the 2024 Plan, and all shares of Common Stock issued under the 2024 Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

Form S-8

The Company intends to file with the SEC a registration statement on Form S-8 covering the shares of Common Stock issuable under the 2024 Plan.

Material United States Federal Income Tax Considerations

The following is a general summary under current law of the material U.S. federal income tax considerations related to awards and certain transactions under the 2024 Plan, based upon the current provisions of the Code and regulations promulgated thereunder. This summary deals with the general federal income tax principles that apply and is provided only for general information. It does not describe all federal tax consequences under the 2024 Plan, nor does it describe state, local, or foreign income tax consequences or federal employment tax consequences. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

The 2024 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of the Company’s tax reporting obligations.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of Common Stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If the shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of Common Stock at exercise (or, if less, the amount realized on a sale of such shares of Common Stock) over the option exercise price thereof, and (ii) the Company or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of Common Stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a nonqualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Nonqualified Options. No income is generally realized by the optionee at the time a nonqualified option is granted. Generally, (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of Common Stock issued on the date of exercise, and the Company or its subsidiaries receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of Common Stock have been held. Special rules will apply where all or a portion of the exercise price of the nonqualified option is paid by tendering shares of Common Stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value of the shares of Common Stock over the exercise price of the option.

Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards. The current federal income tax consequences of other awards authorized under the 2024 Plan generally follow certain basic patterns: (i) stock appreciation rights are taxed and deductible in substantially the same manner as nonqualified options; (ii) nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the shares of Common Stock over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); and (iii) restricted stock units, dividend equivalents, and other stock or cash based awards are generally subject to tax at the time of payment. The Company or its subsidiaries generally should be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.

The participant’s basis for the determination of gain or loss upon the subsequent disposition of shares of Common Stock acquired from a stock appreciation right, restricted stock, restricted stock unit, or other stock-based award will be the amount paid for such shares plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.

Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Section 409A. The foregoing description assumes that Section 409A of the Code does not apply to an award under the 2024 Plan. In general, stock options and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying stock at the time the option or stock appreciation right was granted. Restricted stock awards are not generally subject to Section 409A. Restricted stock units are subject to Section 409A unless they are settled within two and one-half months after the end of the later of (1) the end of the Company’s fiscal year in which vesting occurs or (2) the end of the calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% federal tax and premium interest in addition to the federal income tax at the participant’s usual marginal rate for ordinary income.

New Plan Benefits

No awards have been previously granted under the 2024 Plan and no awards have been granted that are contingent on stockholder approval of the 2024 Plan. The awards that are to be granted to any participant or group of participants are indeterminable at the date of this Proxy Statement because participation and the types of awards that may be granted under the 2024 Plan are subject to the discretion of the plan administrator. Consequently, no new plan benefits table is included in this Proxy Statement.

Votes Required

Approval of Proposal No. 1 requires the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the 2023 Annual Meeting. Abstentions will be counted as votes “AGAINST” this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN.

PROPOSAL 2

ELECTION OF DIRECTORS

Our Bylaws provide that the Board shall consist of not less than one and not more than fifteen members unless changed by a duly adopted amendment to the Amended and Restated Certificate of Incorporation or by an amendment to the Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Our Board has six members: Erin Carter, Allen Danzig, Robert Fischell, Luis Malave, Shimon Rapps and Andrew Sycoff. All directors have been nominated for re-election at the Annual Meeting.

For information about each of the nominees and our Board generally, please see “Our Directors.” If elected, the nominees will hold office until the next annual meeting of shareholders and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. Management expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, your proxy will be voted for the election of another nominee to be designated by the available members of our Board.

Votes Required

Approval of Proposal 2 requires the affirmative vote of a plurality of shares entitled to vote and present in person or represented by proxy at the Annual Meeting, with respect to each director nominee. This means that each must receive a plurality of “FOR” votes representing a plurality of the votes cast at the meeting, whether in person or by proxy. Abstentions and broker non-votes will have no effect on the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.

PROPOSAL 3

APPROVAL OF REVERSE STOCK SPLIT

Overview

Our Board has determined that it is advisable and in our and our stockholders’the best interests that the Board of Directors be granted the authority to implement, in its sole discretion, a reverse stock split of the outstandingCompany and treasuryits stockholders, for us to amend our Amended and Restated Certificate of Incorporation to authorize our Board to effect the Reverse Stock Split (the “Reverse Stock Split Charter Amendment”) of our issued and outstanding shares of our common stockCommon Stock at a specific exchange ratio, setranging from one for-five (1:5) to one-for-thirty (1:30) (the “Approved Split Ratios”), to be determined by the Board. A vote for this Proposal 3 will constitute approval of the Reverse Stock Split that, once authorized by the Board of Directors, at a range of ratios from 1-for-2 to 1-for-20, in the discretion of the Board of Directors and to be announcedeffected by press release, and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing (but not later than December 31, 2021) (the “Reverse Split Proposal”). Accordingly, stockholders are asked to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split consistent with such terms and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing and ratio (within the set of ratios listed above).

The Board of Directors strongly believes that the reverse stock split is necessary for the following reason:

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy –we do not have sufficient capital with which to run our business and meet our obligations and will need to raise further capital through sale of our equity securities.

To meet minimum initial listing standards for the Nasdaq Capital Market or other listed exchange– ourBoard believes it would be in our stockholders’ best interests for our Common Stock to eventually trade on a recognized stock exchange, either the Nasdaq Capital Market or NYSE American. In order to qualify for listing on the Nasdaq Capital Market, the initial bid price of our common stock must be at least $4.00 (or, in some circumstances, we can qualify with a closing price of $3.00) per share and, as a continued listing requirement, maintenance of a price of at least $1.00 per share is required). The NYSE American requires an initial listing bid price of $3.00 (or $2.00 depending on the applicable listing standard).

The Board of Directors has unanimously approved a resolution proposing an amendment to our amended and restated certificate of incorporation to allow for the reverse stock split and directed that it be submitted for approval by consent in lieu of a special meeting of shareholders.

The Board of Directors believes that it is critical to the future viability of the Company that you vote “FOR” the Proposal.

Should we receive the required stockholder approval forfiling the Reverse Stock Split Proposal, the Board of Directors will have the sole authority to elect, without the need for any further action on the part of our stockholders: (1) whether or not to effect a reverse stock split, and (2) if so, the number of whole shares, from two through twenty, in the discretion of the Board of Directors, which will be combined into one share of our common stock. Notwithstanding approval of the reverse stock split by the stockholders, the Board of Directors may, in its sole discretion, abandon the proposed amendment and determine prior to the effectiveness of any filingCharter Amendment with the Secretary of State of the State of Delaware, notwill combine between five and thirty shares of our Common Stock into one share of our Common Stock. If implemented, the Reverse Stock Split will have the effect of decreasing the number of shares of our Common Stock issued and outstanding.

Accordingly, stockholders are asked to adopt and approve the Reverse Stock Split Charter Amendment set forth in Appendix B to effect the reverse stock split on or prior to December 31, 2021, as permitted under Section 242(c) of the Delaware General Corporation Law. If the Board of Directors does not implement a reverse stock split on or prior to December 31, 2021, stockholder approval again would be required prior to implementing any reverse stock split.

In determining which reverse stock split ratio to implement, if any, following receipt of stockholder approval, the Board of Directors may consider, among other things, various factors, such as:

Certain of our officers and directors have an interest in the reverse stock split as a result of their ownership of CommonReverse Stock Split as set forth in the section entitled “Security OwnershipReverse Stock Split Charter Amendment, subject to the Board’s determination, in its sole discretion, whether or not to implement the Reverse Stock Split, as well as the specific ratio within the range of Certain Beneficial Ownersthe Approved Split Ratios, and Management.”provided that the Reverse Stock Split must be effected on or prior to the one-year anniversary date of the Annual Meeting. The text of Appendix B remains subject to modification to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary or advisable to implement the Reverse Stock Split.

If adopted and approved by the holders of our outstanding voting securities, the Reverse Stock Split would be applied at an Approved Split Ratio approved by the Board prior to the one-year anniversary date of the Annual Meeting. The Board reserves the right to elect to abandon the Reverse Stock Split if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

ReasonsPurpose and Rationale for the Reverse Stock Split

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy.Avoid Delisting from Nasdaq. As we have previously reported, on May 26, 2023, we received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the closing bid price of the Common Stock for the prior 30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing of the Common Stock on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notice stated that the Company had 180 calendar days, or until November 22, 2023, to regain compliance.

On November 24, 2023, the Company received a letter from the Staff of Nasdaq notifying the Company that it has been granted an additional 180 calendar days, or until May 20, 2024 (the “Extended Compliance Period”), to regain compliance with the Minimum Bid Price Requirement in accordance with Nasdaq Listing Rule 5810(c)(3)(A). If at any time during the Extended Compliance Period, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance with the Minimum Bid Price Requirement. If the Company cannot demonstrate compliance during the Extended Compliance Period, the Staff will provide notice that the Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s determination to a hearings panel.

Failure to approve the Reverse Stock Split may potentially have serious, adverse effects on us and our stockholders. Our Common Stock could be delisted from The Nasdaq Capital Market. Our shares may then trade on the Over-the-Counter (“OTC”) Bulletin Board or other small trading markets, such as the pink sheets. In that event, our Common Stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of trading and may be avoided by retail and institutional investors, resulting in the impaired liquidity of our Record Date, we had 199,358,436 sharesCommon Stock.

As of March 28, 2024, our Common Stock closed at $0.33 per share on The Nasdaq Capital Market. The Reverse Stock Split, if effected, would likely have the immediate effect of increasing the price of our Common Stock issuedas reported on The Nasdaq Capital Market, therefore reducing the risk that our Common Stock could be delisted from The Nasdaq Capital Market.

Our Board strongly believes that the Reverse Stock Split is necessary to maintain our listing on The Nasdaq Capital Market. Accordingly, the Board has approved resolutions proposing the Reverse Stock Split Charter Amendment to effect the Reverse Stock Split and outstandingdirected that it be submitted to our stockholders for adoption and 200,000,000 shares authorized. Onapproval at the Annual Meeting. Management and the Board have considered the potential harm to us and our stockholders should Nasdaq delist our Common Stock from trading. Delisting could adversely affect the liquidity of our Common Stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an OTC market. Many investors likely would not buy or sell our Common Stock due to difficulty in accessing OTC markets, policies preventing them from trading in securities not listed on a long term basis, we may not have sufficient shares to execute business plansnational exchange, or fund those plans, thus, by giving our Board a timespan of over one year, they can, in their best judgment, authorize a reverse split only if the circumstances warrant.other reasons.

To allow us to meet minimum listing standards for an exchange.Other Effects. Our Board may determine, at some future point, that it would be beneficial for us to uplist to an exchange such as the Nasdaq Capital Markets, which has minimum price requirements for listing of $3.00 and $4.00. Should we wish to list and our stock price to be below these benchmarks, our Board could effect a reverse split in order to allow us to meet a minimum price requirement.

Thus, even taking into account the Authorized Share Increase, if approved by our shareholders, we risk reaching the limit of shares of stock we have available to issue, and the Board of Directors wishes to increase the number of unused authorized common shares by decreasing the outstanding shares through the reverse stock split without a corresponding decrease in the number of authorized shares. This increase in unused authorized common shares will provide us greater flexibility with respect to our capital structure for various purposes as the need may arise from time to time. These purposes may include: raising capital, establishing strategic relationships with other companies, expanding our business through the acquisition of other businesses or products and providing equity incentives to employees, officers or directors. As we expect that we will seek to raise significant additional capital in future years to fund our clinical trials, we may need to issue a substantial number of shares in connection therewith.

The Board of Directors also believes that the increased market price of theour Common Stock expected as a result of implementing a reverse stock splitthe Reverse Stock Split could improve the marketability and liquidity of theour Common Stock and may encourage interest and trading in theour Common Stock. A reverse stock splitThe Reverse Stock Split, if effected, could allow a broader range of institutions to invest in our stockCommon Stock (namely, funds that are prohibited from buying stocksstock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our Common Stock. A reverse stock splitThe Reverse Stock Split could help increase analyst and broker interest in our stockthe Common Stock, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

TheOur Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals ofto effect a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”).

Risks of the Proposed Reverse Stock Split

We cannot assure you that the proposed reverse stock splitReverse Stock Split will increase our stockthe price or that any increase will be maintained over any significant period of time. The Board of Directors expects that a reverse stock split of our Common Stock and have the desired effect of maintaining compliance with Nasdaq’s Minimum Bid Price Requirement.

If the Reverse Stock Split is implemented, our Board expects that it will increase the market price of our Common Stock.Stock so that we are able to regain and maintain compliance with the Minimum Bid Price Requirement. However, the effect of a reverse stock splitthe Reverse Stock Split upon the market price of our Common Stock cannot be predicted with any certainty, and thecertainty. The history of similar reverse stock splits for companies in likesimilar circumstances does not indicate a likelihood that our stock price will be maintained at any higher level.is varied. It is possible that (i) the per share price of our Common Stock after the reverse stock splitReverse Stock Split will not rise in proportion to the reduction in the number of shares of our Common Stock outstanding resulting from the reverse stock split, andReverse Stock Split, (ii) the market price per post-reverse stock splitpost-Reverse Stock Split share may not exceed or remain at any specified levelin excess of the $1.00 minimum bid price for a sustained period of time, andor (iii) the reverse stock splitReverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect a reverse stock split,the Reverse Stock Split is implemented, the market price of our Common Stock may decrease due to factors unrelated to the stock split.Reverse Stock Split. In any case, the market price of our Common Stock may alsowill be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock splitReverse Stock Split is consummated and the trading price of theour Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split.Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our Common Stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum stockholders’ equity, minimum number of shares that must be in the public float and the minimum market value of the public float.

Current stockholders will likely experience dilution as a resultA decline in the market price of our Common Stock after the Reverse Stock Split. ThereSplit is implemented may result in a trend for our stock price to decrease aftergreater percentage decline than would occur in the absence of a reverse stock split. This

If the Reverse Stock Split is likely as a result ofimplemented and the availability of more shares issued as a resultmarket price of our anticipated future financing needs. AsCommon Stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. The market price of our Common Stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares available in the market increases, the price tends to decrease. We are unable to predict if, when and to what magnitude dilution will occur; however, there is a substantial likelihood that significant dilution will occur based on historical data.of Common Stock outstanding.

The proposed reverse stock splitReverse Stock Split may decrease the liquidity of our stockCommon Stock..

The liquidity of our capital stockCommon Stock may be harmed by the proposed reverse stock splitReverse Stock Split given the reduced number of shares of Common Stock that would be outstanding after the reverse stock split,Reverse Stock Split, particularly if the stock price does not increase as a result of the reverse stock split.Reverse Stock Split.

Determination of the Ratio for the Reverse Stock Split

If Proposal 3 is approved by stockholders and the Board determines that it is in the best interests of the Company and its stockholders to move forward with the Reverse Stock Split, the Approved Split Ratio will be selected by the Board, in its sole discretion. However, the Approved Split Ratio will not be less than a ratio of one-for-five (1:5) or exceed a ratio of one-for-thirty (1:30). In addition, investors mightdetermining which Approved Split Ratio to use, the Board will consider numerous factors, including the historical and projected performance of our Common Stock, the effect of the Approved Split Ratio on our compliance with other Nasdaq listing requirements, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Common Stock in the period following the effectiveness of the Reverse Stock Split. The Board will also consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances which could prevent certain stockholders from changing the compositionimpact of the Approved Split Ratios on investor interest. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of Directors or render tender offers for a combination with another entity more difficult to successfully complete. The Board of Directors does not intend for the reverse stock split to have any anti-takeover effects.

We expect to continue to explorefavorable opportunities to raise capital to fund our operations and to raise capital inrespond to a changing corporate environment. Based on the near future. The Board of Directors believes that the consummation of the proposed reverse stock split is essential to our ability to maintain the listing of the Common Stock, satisfy our obligations under the Notes and raise sufficient capital to satisfy our liquidity requirements. Nevertheless, such capital raising transactions are likely to include the issuancenumber of shares of Common Stock and/or securities convertible, exchangeable or exercisable forissued and outstanding as of March 28, 2024, after completion of the Reverse Stock Split, we will have between 891,879 and 5,351,274 shares of Common Stock at a discount to prevailing market prices. Such transactions are likely to result in substantial further dilution to current holders of shares of Common Stockissued and erosion of our stock price.outstanding, depending on the Approved Split Ratio selected by the Board.

Principal Effects of the Reverse Stock Split

After the effective date of the proposed reverse stock split,Reverse Stock Split, each stockholder will own a reduced number of shares of Common Stock. Except tofor adjustments that may result from the extent that whole shares will be exchanged in lieutreatment of fractional shares as described below, the proposed reverse stock splitReverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in us anduniformly. The proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the proposed reverse stock split.Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Common Stock immediately prior to a Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our Common Stock immediately after such Reverse Stock Split. The number of stockholders of record also will not be affected by the proposed reverse stock split,Reverse Stock Split, except to the extent that whole shares will be exchanged in lieu ofany stockholder holds only a fractional shares as described below.share interest and receives cash for such interest after the Reverse Stock Split.

The following table contains approximate information relating to thenumber of issued and outstanding shares of Common Stock, underand the low end, high end and midpoint of the proposed range of reverse stock split ratios,estimated per share trading price following a 1:5 to 1:30 Reverse Stock Split, without giving effect to any adjustments for fractional shares of Common Stock or the issuance of any derivative securities, as of February 25, 2020 (and without giving effect to the Authorized Share Increase):

We maintain a Stock Incentive Plan (the “Plan”) pursuant to which we have granted stock options and restricted shares that are presently outstanding, and additional equity incentive compensation awards may be granted in the future under the Plan. Pursuant to the terms of the Plan, the Board of Directors or a committee thereof, as applicable, will adjust the number of shares available for future grant under the Plan, the number of shares underlying outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued pursuant to the Plan to equitably reflect the effects of the reverse stock split.March 28, 2024.

In addition, proportionate adjustments will be made to the per share exercise price of all outstanding warrants to purchase shares of our CommonAfter Each Reverse Stock as well as to the numbers of each.Split Ratio

If the proposed reverse stock split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock.

After the effective date of the reverse stock split,Reverse Stock Split, our Common Stock would have a new committee on uniform securities identification procedures (“CUSIP”)CUSIP number, a number used to identify our Common Stock.

Our Common Stock is currently registered under Section 12(g)12(b) of the Securities Exchange Act, and we are subject to the periodic reporting and other requirements of the Securities Exchange Act. The proposed reverse stock splitReverse Stock Split will not affect the registration of theour Common Stock under the Securities Exchange Act. Our Common Stock would continue to be reported on the OTCQBNasdaq under the symbol “IGAP,”“GCTK”, assuming that we are able to regain compliance with the minimum bid price requirement, although the OTCQB willit is likely that Nasdaq would add the letter “D” to the end of the trading symbol for a period of twenty trading days after the effective date of the reverse stock splitReverse Stock Split to indicate that the reverseReverse Stock Split had occurred.

Effect on Outstanding Derivative Securities

The Reverse Stock Split will require that proportionate adjustments be made to the conversion rate, the per share exercise price and the number of shares issuable upon the exercise or conversion of the following outstanding derivative securities issued by us, in accordance with the Approved Split Ratio (all figures are as of December 31, 2023, and are on a pre-Reverse Stock Split basis), including:

The adjustments to the above securities, as required by the Reverse Stock Split and in accordance with the Approved Split Ratio, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split.

Effect on Equity Incentive Plans

As of March 28, 2024, we had 4,693,997 shares of Common Stock reserved for issuance pursuant to the exercise of outstanding options issued under our 2010 Plan. Pursuant to the terms of the 2010 Plan, the Board, or a designated committee thereof, as applicable, will adjust the number of shares of Common Stock underlying outstanding awards, the exercise price per share of outstanding stock split had occurred.options and other terms of outstanding awards issued pursuant to the 2010 Plan to equitably reflect the effects of the Reverse Stock Split. The number of shares subject to vesting under restricted stock awards and the number of shares issuable as contingent consideration as part of an acquisition by the Company will be similarly adjusted, subject to our treatment of fractional shares. Furthermore, the number of shares available for future grant under the 2010 Plan will be similarly adjusted.

Effective Date

The proposed reverse stock splitReverse Stock Split would become effective on the date of filing of a certificate of amendment to our amended and restated certificate of incorporationthe Reverse Stock Split Charter Amendment with the office of the Secretary of State of the State of Delaware.Delaware unless another effective date is set forth in the Reverse Stock Split Charter Amendment. On the effective date, shares of Common Stock issued and outstanding and the shares of Common Stock held in treasury, in each case, immediately prior thereto will be combined and converted,reclassified, automatically and without any action on the part of theour stockholders, into new shares of Common Stock in accordance with the reverse stock split ratio determined by the Board of Directors within the limitsApproved Split Ratio set forth in this proposal.Proposal 3. If the proposed Reverse Stock Split Charter Amendment is not adopted and approved by our stockholders, the Reverse Stock Split will not occur.

Treatment of Fractional Shares

No fractional shares wouldof Common Stock will be issued if, as a result of the reverse stock split,Reverse Stock Split. Instead, in lieu of any fractional shares to which a registered stockholder of record would otherwise becomebe entitled as a result of the Reverse Stock Split, we will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of our Common Stock on The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a stockholder otherwise entitled to a fractional share. Instead,interest will not have any voting, dividend or other rights with respect to such fractional interest except to receive payment as described above.

Upon stockholder adoption and approval of this Proposal 3, if the Board elects to implement the proposed Reverse Stock Split, stockholders who otherwiseowning fractional shares will be paid out in cash for such fractional shares. For example, assuming the Board elected to consummate an Approved Split Ratio of 1:10, if a stockholder held eleven shares of Common Stock immediately prior to the Reverse Stock Split, then such stockholder would be entitled to receive fractional shares because they hold a number of shares not evenly divisible bypaid in cash for the ratio of the reverse stock split will automatically be entitled to receive an additionalone share of Common Stock. In other words, any fractional shareStock but will be rounded up tomaintain ownership of the nearest whole number.remaining shares of Common Stock.

Record and Beneficial Stockholders

If the reverse stock splitReverse Stock Split is authorized by theour stockholders and theour Board of Directors elects to implement the reverse stock split,Reverse Stock Split, stockholders of record holding some or all of their shares of our Common Stock electronically in book-entrybook entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of our Common Stock they hold after the reverse stock split.Reverse Stock Split along with payment in lieu of any fractional shares. Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If the reverse stock splitReverse Stock Split is authorized by the stockholders and theour Board of Directors elects to implement the reverse stock split,Reverse Stock Split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal, as soon as practicable after the effective date of the reverse stock split.Reverse Stock Split. Our transfer agent will act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-reverse stock splitpre-Reverse Stock Split shares will be asked to surrender to the exchange agent certificates representing pre-reverse stock splitpre-Reverse Stock Split shares in exchange for post-reverse stock splitpost-Reverse Stock Split shares including whole shares to be issuedand payment in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. Until surrender, each certificate representing shares before the reverse stock splitReverse Stock Split would continue to be valid and would represent the adjusted number of whole shares based on the approved exchange ratio of the reverse stock split rounded up toReverse Stock Split selected by the nearest whole share.Board. No new post-reverse stock splitpost-Reverse Stock Split share certificates including those representing whole shares to be issued in lieu of fractional shares, will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLITPRE-REVERSE STOCK SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of Common Stock would remain unchanged at $0.01$0.001 per share after the reverse stock split.Reverse Stock Split. As a result, on the effective date of the reverse stock split,Reverse Stock Split, the stated capital on our balance sheet attributable to the Common Stock will be reduced proportionally, based on the exchange ratio ofApproved Split Ratio selected by the reverse stock split,Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased because there will be fewer shares of Common Stock outstanding. The shares of Common Stock held in treasury, if any, will also be reduced proportionately based on the exchange ratio ofApproved Split Ratio selected by the reverse stock split. WeBoard. Retroactive restatement will reclassify prior periodbe given to all share numbers in the financial statements, and accordingly all amounts including per share amounts and the Consolidated Statements of Stockholders’ Equity for the effect of the reverse stock split for any prior periods in our financial statements and reports such that prior periods are comparable to current period presentation.will be shown on a post-split basis. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.Reverse Stock Split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the Delaware General Corporation Law (“DGCL”) with respect to the proposed amendments to our amended and restated certificate of incorporation to allow for the reverse stock splitthis Proposal 3 and we will not independently provide theour stockholders with any such right if the reverse stock splitReverse Stock Split is implemented.

Certain Material Federal U.S. Federal Income Tax ConsequenceConsequences of the Reverse Stock Split

The following is a summary of certain material United StatesU.S. federal income tax consequences of a Reverse Stock Split to our stockholders. The summary is based on the Code, applicable U.S. Department of the Treasury regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this Proxy Statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service (the “IRS”) regarding the federal income tax consequences of a Reverse Stock Split. This discussion only addresses stockholders who hold Common Stock as capital assets. It does not purport to be complete and does not address stockholders subject to special tax treatment under the Code, including, without limitation, financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-Reverse Stock Split shares as part of a straddle, hedge or conversion transaction, and stockholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options or otherwise as compensation. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purpose) holding our Common Stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock splitproposed Reverse Stock Split to our stockholders who are United States holders, as defined below. This summary is general in nature and does not purport to be a complete discussion of all of the possible federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any U.S. federal non-income, state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, real estate investment trusts, real estate mortgage investment conduits, foreign entities, nonresident alien individuals, broker-dealers, stockholders whose functional currency is not the U.S. dollar, partnerships (or other entities classified as partnership for U.S. federal income tax purposes, S corporations or other flow-through entities for U.S. federal income tax purposes, and tax-exempt entities. Other stockholders may also be subject to special tax rules, including but not limited to: stockholders that received Common Stock as compensation for services or pursuant to the exercise of an employee stock option, or stockholders who have held, or will hold, stock as part of a straddle, hedging constructive sale or conversion transaction for federal income tax purposes. This summary also assumes that you are a United States holder (defined below) who has held, and will hold, shares of Common Stock as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), i.e., generally, property held for investment. Finally,them. In addition, the following discussion does not address the tax consequences of the Reverse Stock Split under state, local and foreign tax laws. Furthermore, the following discussion does not address any tax consequences of transactions occurring prior toeffectuated before, after or afterat the reverse stock split (whethersame time as the Reverse Stock Split, whether or not such transactionsthey are in connection with the reverse stock split), including, without limitation,Reverse Stock Split.

In general, the exercisefederal income tax consequences of optionsa Reverse Stock Split will vary among stockholders depending upon whether they receive cash for fractional shares or rights to purchasesolely a reduced number of shares of Common Stock in anticipationexchange for their old shares of Common Stock. We believe that because the reverse stock split.

The tax treatmentReverse Stock Split is not part of a stockholder may vary depending uponplan to increase periodically a stockholder’s proportionate interest in our assets or earnings and profits, the particular facts and circumstances of such stockholder. YouReverse Stock Split should consult with your own tax advisor with respect tohave the tax consequences of the reverse stock split. As used herein, the term United States holder means a stockholder that is, forfollowing federal income tax purposes:effects. The Reverse Stock Split is expected to constitute a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any state, including the District of Columbia; an estate the income of which is subject to“recapitalization” for U.S. federal income tax regardlesspurposes pursuant to Section 368(a)(1)(E) of the Code. A stockholder who receives solely a reduced number of shares of Common Stock will not recognize gain or loss. In the aggregate, such a stockholder’s basis in the reduced number of shares of Common Stock will equal the stockholder’s basis in its source; orold shares of Common Stock and such stockholder’s holding period in the reduced number of shares will include the holding period in its old shares exchanged. The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered in a trustrecapitalization to shares received in the recapitalization. Stockholders of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A stockholder that, (i) is subjectpursuant to the primary supervision of a U.S. court and of which one or more “U.S. persons” (as definedproposed Reverse Stock Split, receives cash in the Code) has the authority to control all substantial decisions, or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The following discussion is based on the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and administrative rulings and practice, all as of the date hereof, all of which are subject to change, potentially with retroactive effect which could adversely affect the accuracy of the statements and conclusions set forth herein. No ruling from the Internal Revenue Service or opinion of counsel has been obtained in connection with the reverse stock split, and there can be no assurance that the Internal Revenue Service would not take a position contrary to that discussed herein, nor that such contrary position would not be sustained.

Other than in respectlieu of a fractional share that is rounded up to a full share, noof our Common Stock should recognize capital gain or loss should be recognized by a United States holder upon such stockholder’s exchange of pre-reverse stock split shares of Common Stock for post-reverse stock split shares of Common Stock pursuantin an amount equal to the reverse stock split. The aggregate tax basisdifference, if any, between the amount of cash received and the portion of the post-reverse stock split shares received in the reverse stock split (including any whole share received in exchange for a fractional share) will be the same as the stockholder’s aggregate adjusted tax basis in the pre-reverse stock split shares exchanged therefore. The United States holder’s holding period for the post-reverse stock split shares will include the period during which the stockholder held the pre-reverse stock split sharesof our Common Stock surrendered in the reverse stock split. Although the matterthat is not clear, it is possible that United States holders whoseallocated to such fractional shares resulting from the reverse stock split are rounded up to the nearest whole share will recognize gain, which may be characterized as either ashare. Such capital gain or as a dividend, to the extent of the value of such rounded-up amount (i.e., less than one share).

No gain or loss will be recognized by usshort term if the pre-Reverse Stock Split shares were held for one year or less at the effective time of the Reverse Stock Split and long term if held for more than one year. Stockholders should consult their own tax advisors regarding the tax consequences to them of a payment for fractional shares.

We will not recognize any gain or loss as a result of the reverse stock split.proposed Reverse Stock Split.

A stockholder of our Common Stock may be subject to information reporting and backup withholding on cash paid in lieu of a fractional share in connection with the proposed Reverse Stock Split. A stockholder of our Common Stock will be subject to backup withholding if such stockholder is not otherwise exempt and such stockholder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against a stockholder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. Stockholders of our Common Stock should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIALFEDERAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Votes Required Consent and Recommendation of the Board of Directors

Approval of this proposal requires the affirmative consentPursuant to changes to Section 242 of the holders ofDGCL, which became effective on August 1, 2023 (the “DGCL Change”), the necessary stockholder vote to approve reverse stock splits and an increase in authorized share capital was reduced from a majority of our issued and outstanding shares entitled to vote, to a majority of common stock onvotes actually cast at a meeting. In addition to reducing the Record Date.

Abstentions will be countedrequired shareholder vote for approval of these actions, the purposes of determining the presence or absence of a quorum. Abstentions will haveDGCL Change has the effect of a vote AGAINST the proposal. A failurecausing abstentions to vote by not returning a signed consent card will have no effect on a stockholder vote. This reduced vote requirement only applies to companies (like ours) whose stock is listed on a national securities exchange and who would continue to meet the outcomelisting requirements of the proposal.

exchange immediately after giving effect to such actions.

Pursuant to the DCGL Change, approval and adoption of this Proposal 3 requires the affirmative vote of at least a majority of votes actually cast at the meeting. Abstentions have no effect on a stockholder vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT A VOTE “FOR” THE STOCKHOLDERS VOTE FORAPPROVAL OF THE PROPOSAL.REVERSE STOCK SPLIT.

PROPOSAL NO. 2:

The Board of Directors has approved a proposal to amend the Company’s Certificate of Incorporation, at its discretion, to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 500,000,000. The proposed amendment would replace first paragraph of Article IV of the Certificate of Incorporation with the following language:

“The total number of shares of common stock which the Corporation is authorized to issue is 500,000,000 shares, par value $0.001 per share (“Common Stock”), and the total number of shares of preferred stock which the Corporation is authorized to issue is 10,000,000 shares, par value $0.001 per share.

The Board of Directors believes it is in the best interest of the Company to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions. The Board of Directors believes that additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company without the delay and expense associated with convening a special meeting of the Company’s stockholders.

The Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Common Stock that will result from the Company’s adoption of the proposed amendment, although it will need to raise funds in the future to complete its business plan. Except as otherwise required by law or by regulation, the newly authorized shares of Common Stock will be available for issuance at the discretion of the Board of Directors (without further action by the stockholders) for various future corporate needs, including those outlined above. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders, any future issuance of additional authorized shares of the Company’s Common Stock may, among other things, dilute the earnings per share of the Common Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of the Company’s Common Stock may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board of Directors determines is not in the best interest of the Company and its stockholders. However, the Board of Directors does not intend or view the proposed increase in the number of authorized shares of the Company’s Common Stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Any newly authorized shares of the Company’s Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of the Company’s Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

The Board of Directors unanimously recommends a vote FOR the proposed amendment to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 500,000,000.4

PROPOSAL NO. 3:

Our Bylaws provide that the Board of Directors shall consist of not less than one and not more than fifteen members unless changed by a duly adopted amendment to the articles of incorporation or by an amendment to the Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Our Board of Directors has six members. All directors have been nominated for re-election at the Annual Meeting, except for Angela Strand and Revan Schwartz who have determined not to stand for re-election. Those individuals standing for reelection are Robert Fischell, Andrew Sycoff, Shimon Rapps and Allen Danzig.

For information about each of the nominees and our Board generally, please see “Management” in this Proxy Statement. If elected, the nominees will hold office until the next annual meeting and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. Management expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, your proxy will be voted for the election of another nominee to be designated by the available members of our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALLRATIFICATION OF THE NOMINEES FOR DIRECTOR. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” ALLAPPOINTMENT OF THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK PRESENT IN PERSON OR BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING IS REQUIRED FOR THE ELECTION OF THE NOMINEES.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 4:

The Audit Committee of the Board of Directors annually considers and selects our independent registered public accountants. The Board has selected Fahn Kanne to act as our independent registered public accountantsaccountant for the fiscal 2019.year ended December 31, 2023.

Stockholder ratification of Fahn Kanne as our independent registered public accountantsaccountant firm is not required by our Bylaws, or otherwise. However, we are submitting the selection of Fahn Kanne to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of Fahn Kanne as our independent registered public accountants, the Board will reconsider the selection of such independent registered public accountants.accountant firm. Even if the selection is ratified, the Board may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of Fahn Kanne are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Principal Accounting Fees and Services.

Audit Fees

Fees for services rendered by Fahn Kanne for professional services rendered for the 2023 and 2022 audit of our annual financial statements, review of financial statements included in Quarterly Reports on Form 10-Q in 2023 and 2022 and out-of-pocket expenses, totaled approximately $145,000 and $96,000 for 2023 and 2022, respectively.

Audit-Related Fees

The Company did not pay Fan Kanne any fees for services rendered by Fahn Kanne for assurance and related services reasonably related to the performance of the audit or review of the Company’s financial statements in 2022 or 2023.

Tax Fees

Fees for preparation of the Company’s federal or state tax returns in 2023 and 2022 totaled approximately $0 and $10,000, respectively.

All Other Fees

In 2022, the Company paid to Fahn Kanne $2,500 for filing royalties reports with the Israeli Innovation Authority. The Company did not pay Fahn Kanne any fees in 2023 for services other than those associated with Fahn Kanne’s audit of the financial statements included in Quarterly Reports on Form 10-Q.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Board is solely responsible for the pre-approval of all audit and non-audit services to be provided by the independent accountants. The Board approved all of the fees paid to Fahn Kanne for the years ended December 31, 2023 and 2022.

Votes Required

Ratification of the appointment of Fahn Kanne requires the affirmative vote of the majority of shares of Common Stock present or represented in person by proxy and entitled to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF FAHN KANNE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” THE RATIFICATION OF THE APPOINTMENT OF FAHN KANNE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK PRESENT IN PERSON OR BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED TO SUPPORT THE PROPOSAL.2023.

PROPOSAL NO. 5:5

GeneralNON-BINDING ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTES

AtWe are providing our stockholders with the opportunity to vote, on an advisory basis, on the frequency with which we include in our proxy statement an advisory vote, to approve or not approve the compensation of the named executive officers. By voting on this proposal, stockholders may indicate whether they prefer that we seek such an advisory vote every one, two, or three years.

After careful consideration of this proposal, the Board unanimously determined that an advisory vote on executive compensation that occurs every three years is the most appropriate alternative for us and therefore unanimously recommends a vote for a three-year interval for future advisory voting on named executive officer compensation. We believe that annual and biannual advisory votes on executive compensation do not provide enough time for a full evaluation of our executive incentive programs before they come up for another advisory vote. This is especially true given our use of long-term incentives as part of our executive compensation packages. We believe that a three-year interval is more in line with our long-term incentive program and, by providing an advisory vote on our executive compensation program on a triennial basis, our Board and Compensation Committee will have sufficient time to thoughtfully respond to our stockholders’ sentiments and effectively implement any necessary changes in our compensation program. We understand that our stockholders may have different views as to what is the best approach, and we look forward to hearing from our stockholders on this proposal.

Pursuant to the Exchange Act and the rules promulgated thereunder, this vote will not be binding on the Board or the Compensation Committee and may not be construed as overruling a decision by the Board or the Compensation Committee, creating or implying any change to the fiduciary duties of the Board or the Compensation Committee or any additional fiduciary duty by the Board or the Compensation Committee or restricting or limiting the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. The Board and the Compensation Committee, however, may in their discretion take into account the outcome of the vote when considering the frequency of future advisory votes.

Votes Required

You may vote on your preferred voting frequency by selecting the option of holding an advisory vote on executive compensation “EVERY THREE YEARS,” “EVERY TWO YEARS” or “EVERY ONE YEAR,” or you may “ABSTAIN.” Approval requires that the choice of every one (1), two (2) or three (3) years receiving the highest number of votes at the Annual Meeting shareholders will be askedthe frequency selected by the stockholders. Your vote is not intended to approve amendments toor disapprove the Equity Incentive Plan (the “2010 Plan”), which were adopted, subject to shareholder approval, by the Board of Directors on February 5, 2020.

The Company believes that incentives and stock-based awards focus employees on the objective of creating shareholder value and promoting the successrecommendation of the Company, and that incentive compensation plans likeBoard. Rather, we will consider the proposed amended 2010 Plan are an important attraction, retention and motivation tool for participants in the plan.

The Company’s existing Plan is the 2010 Equity Compensation Plan, which expires in July 2020. On April 7, 2017, the Board approved an amendment to the 2010 Incentive Compensation Plan of the Company (the “Plan”) to increase the number of shares of the Company’s Common Stock reserved for issuance under the Plan from 1,000,000 shares to 5,625,000 shares.On February 15, 2018, the Board approved another amendment to the Plan to further increase the number of shares of common stock reserved for issuance under the Plan to 7,000,000 shares. On March 23, 2018, stockholders of the Company approved the two amendments to the Plan adopted by the Board as of April 7, 2017 and February 15, 2018.

The Board of Directors believes that the number of shares currently available under the current Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives, so it desires to increase the number of shares authorized to 16,000,000 shares from 7,000,000 and to extend the expiration date of the plan to December 31, 2025.

If shareholders do not approve the amendments, the Company will continue to have expressed a preference for the authority to grant awards underoption that receives the plan until its expiration up to the previously authorize 7,000,000 shares.

Awards under the Plan. The 2010 Plan includes a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalents to allow us to adapt our incentive compensation program to meet our needs in the changing business environment in which we operate.

Eligibility. Incentive Stock Options may be granted only to our employees s. All other awards may be granted to our employees, consultants, directors and non-employee directors, provided that such consultants, directors and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raising transaction. No employee will be eligible to receive more than 1,000,000 shares of common stock in any calendar year under the 2010 Plan pursuant to the grant of awards.

Term. The term of the 2010 Plan is set to expire in July 2020 and if the amendments are approved, will be extended to December 31, 2025. The Board may suspend or terminate the 2020 Plan without shareholder approval or ratification at any time or from time to time.most votes.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OFFOR THE AMENDMENTSPROPOSAL TO HOLD AN ADVISORY VOTE TO APPROVE THE 2010 EQUITY INCENTIVE PLAN.

PROPOSAL 6:

On February 5, 2020, our Board of Directors voted to amend our Certificate of Incorporation to change our name from Integrity Applications, Inc. to GlucoTrack, Inc.

We believe that the change in the Company’s name will help further our brand identity and will reflect the Company’s focus on commercializing its proprietary non-invasive glucose monitoring device.

We believe that this rebranding of the company will increase shareholder value and interest in our stock in the public markets.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE 2020 EQUITY INCENTIVE PLAN.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our Common Stock within 60 days of February 10, 2020 by:

Except as otherwise indicated below, the address of each beneficial owner listed in the table is c/o Integrity Application Inc., 19 Ha’Yahlomim Street, Ashdod Israel.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 199,358,436 shares of common stock outstanding on February 25, 2020. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of February 25, 2020. We did not deem these exercisable shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The applicable footnotes are an integral part of the table and should be carefully read in order to understand the actual ownership of our securities, particularly by the 5% stockholders listed in the table.

(1) The number of shares beneficially owned does not include 992,892 shares of common stock to be issued after the approval of a reverse stock split or increase in authorized shares, both of which are subject to shareholder approval pursuant to this Schedule 14A.605,205 shares of common stock to be issued to the Company’s board of directors for accrued 2019 fees to be issued in lieu of cash payment and 387,596 shares common stock to be issued to Andrew Garrett, Inc. for accrued 2019 advisory fees.

(2)All the options to purchase an aggregate of 41,560 shares of Common Stock granted to Dr. Fischell under the Incentive Plan, will be deemed vested within 60 days of February 10, 2020. In addition to vested options, this number also includes 222,677 shares of Common Stock owned by Dr. Fischell.

(3)All the options to purchase an aggregate of 41,560 shares of Common Stock granted to Ms. Strand under the Incentive Plan, will be deemed vested within 60 days of February 10, 2020. In addition to vested options, this number also includes 223,599 shares of Common Stock owned by Ms. Strand.

(4) Ownership without regard to the 4.99% Blocker limitation includes: SDR Diversified Holdings, LLC owns 46,511 shares of common stock and 14,820,222 warrants. Leah Rapps, wife of Shimon Rapps, has voting control and investment power over SDR Diversified Holdings, LLC. Ms. Rapps also owns 27,285 shares in her personal name. Mr. Rapps disclaims beneficial ownership in the shares and warrants held by SDR Diversified Holdings, LLC.

(5) Of the options to purchase an aggregate of 41,560 shares of Common Stock granted to Mr. Schwartz under the Incentive Plan, of which 38,602 options will be deemed vested within 60 of November 23, 2018. In addition to vested options, this number also includes 10,000 shares of Common Stock owned by Mr. Schwartz.

(6)Options deemed vested within 60 days of February 10, 2020. In addition to vested options, this number also includes 239,975 shares of Common Stock owned by Mr. Malka.

(7)Options deemed vested within 60 days of February 10, 2020. In addition to vested options, this number also includes 63,627 shares of Common Stock owned by Mr. Naidis.

(8) In addition, the John A. Ballantyne Revocable Trust 08/01/2017 owns additional shares of common stock acquirable within 60 days, each of which is subject to a Blocker Limitation. However, the percentage ownership by the John A. Ballantyne Revocable Trust 08/01/2017 is currently in excess of such Blocker Limitations, and as a result, such Blocker Securities have been excluded from the table. These Blocker Securities consist of the following: 4,923,336 warrants. Mr. Ballantyne owns 17,408 shares in his personal name and 66,284,003 shares in the Trust. The address of John A. Ballantyne Rev Trust 08/01/2017 is 1101 28th Avenue, South Fargo, ND 58103. John A. Ballantyne has voting and investment control over the shares held by John A. Ballantyne Rev Trust 08/01/2017.

(9) Ownership, without regard to the 4.99% Blocker Limitation includes: (i) 977,510 shares of common stock; and (ii) 36,548,244 shares of common stock issuable upon the exercise of warrants, both owned by Alma Diversified Holdings, LLC, and (iii) 1,846,914 warrants owned by Andrew Garrett, Inc. The address of Andrew Garrett, Inc. is 52 Vanderbilt Avenue, 5^thfloor, New York, NY 10017. Andrew G. Sycoff has voting power and investment control over the shares of common stock held by Andrew Garrett, Inc. Mr. Sycoff is the husband of Sharon Sycoff who has voting power and investment control over the shares held by Alma Diversified Holdings LLC. Mr. Sycoff disclaims beneficial ownership in the shares held by Alma Diversified Holdings LLC.COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS EVERY THREE YEARS.

MANAGEMENT AND CORPORATE GOVERNANCE

General

Integrity’s bylawsThe Company’s Bylaws provide that the size of the Board of Directors shall be determined from time to time by resolution of the Board of Directors but shall not consist of less than one director nor more than fifteen. The Board of Directors currently has sixfive members.

Director Independence

IntegrityOur Common Stock is not currently listedtraded on any national securities exchange. As a result, Integrity is not subject toThe Nasdaq Capital Market under the requirements of any securities exchange providing that a majority of the Board of Directors must be comprised ofsymbol “GCTK”. Robert Fischell, Luis Malave, Shimon Rapps, Allen Danzig and Erin Carter are considered independent directors. Nevertheless, for purposes of this proxy statement, Integrity applied the independence rules of the NYSE MKT to determine the independence of its directors. The independence rules of the NYSE MKT include a series of objective tests, including that an “independent” person will not be employed by Integrity and will not be engaged in various types of business dealings with Integrity. Applying these rules and based on representations from the directors with respect to their independence thereunder, the Board of Directors has determined that, other than Andrew Sycoff, each of the current members of Integrity’s Board of Directors is independent.under Nasdaq Rules.

Director Compensation

Our policy is that directors of Integritythe Company do not receive any compensation from Integritythe Company other than their compensation as employees of Integrity,the Company, for those that are employees, which compensation would be described below under Executive Compensation“Executive Compensation” (although at present we do not have any employee directors).

Board Leadership Structure

The Board of Directors of Integritythe Company has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that it determines to be most appropriate for Integrity.the Company. The Board of Directors believes that the independent directors work well together in the current board structure, and has designated the Vice-Chairman as lead independent director to add significant benefit to the Board of Directors’ oversight role.structure.

Committees of the Board of Directors

The Board of Directors of Integritythe Company currently has twothree committees, an Audit Committee, and a Compensation Committee and a Nominating and Corporate Governance Committee. The Board of Directors has determined that its Audit Committee Chair, Shimon Rapps,Erin Carter, qualifies as an “Audit Committee Financial Expert”.Expert.”

Board and Committee Meeting Attendance

During 2019,2023, the Board of Directors met 4 times and acted by unanimous written consent 4 times. Each member of the Board of Directors attended the meetings of the Board of Directors held in the 20192023 fiscal year during the period for which he or she was a director.

During 2023, the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee met 4, 2 and 1 times, respectively. Each member of the Board attended the meetings of the Board held in the fiscal year ended December 31, 2023, during the period for which he or she was a director. 

The Company does not have a formal policy regarding director attendance at annual meetings of stockholders. However, all directors are encouraged to attend Integrity’sthe Company’s annual meetings of stockholders in person.

Director Qualifications and Nominating Process

Director nominees are considered by the full Board of Directors.Board. The Board of Directors does not maintain any specific minimum qualifications for director candidates. However, the Board of Directors believes that directors should possess the highest personal and professional ethics, integritythe Company and values, and be committed to representing the long-term interests of Integrity’sthe Company’s stockholders and must also be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties. While the Board of Directors does not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Board of Directors seeks to include a range of talents, experience, skills, diversity and expertise (particularly in the areas of accounting and finance, management, domestic and international markets, leadership and corporate governance, and the medical device and related industries) sufficient to provide sound and prudent guidance with respect to the operations of Integritythe Company and the interests of Integritythe Company and its stockholders.All of the nominees for election as directors at the Annual Meeting were nominated by the Board of Directors. IntegrityBoard. The Company did not receive any stockholder nominations for directors to be elected at the Annual Meeting.

Candidates for director may come from a number of sources including, among others, recommendations from current directors, recommendations from management, and recommendations from stockholders. Director candidates are evaluated to determine whether they have the qualities and skills set forth above. Such evaluation may be by personal interview, background investigation and other appropriate means. The Board of Directors has not engaged any third-party search firms to identify director candidates.

The Board of Directors considers individuals for nomination for election to the Board of Directors from any source, including stockholder recommendations. The Board of Directors does not evaluate candidates differently based on who has made the recommendation. Consideration of nominee candidates typically involves a series of internal discussions and a review of information concerning a candidate’s qualifications and perceived contributions.

Processes for the Consideration and Determination of Executive and Director Compensation

The Board of Directors is responsible for, among other things, establishing Integrity’sthe Company’s general compensation philosophy and overseeing the development and implementation of Integrity’sthe Company’s compensation and benefits program. The Board of Directors is also responsible for reviewing the performance of Integrity’sthe Company’s Chief Executive Officer (or other similar title such as President, and all references to Chief Executive Officer in this section are in the broader generic sense) and other executive officers and setting the compensation of the Chief Executive Officer and such other executive officers. The Board of Directors also sets and approves its own compensation. In considering and determining the compensation to be paid to Integrity’sthe Company’s executive officers, the Board of Directors receives information and recommendations from the Chief Executive Officer as to such compensation, including recommendations as to the amount and form of such compensation. Neither Integritythe Company nor the Board of Directors has retained the services of any compensation consultant to assist in determining or recommending the amount or form of executive and director compensation.

Communications with the Board of Directors

IntegrityThe Company does not have a formal procedure for stockholder communication with its Board of Directors.Board. Stockholders who wish to contact the Board of Directors or an individual director should send their correspondence to Integrity Applications,GlucoTrack, Inc., 19 Ha’Yahalomim St., P.O. Box 12163,Ashdod, Israel L3 7760049,at the address for the Company provided in this Schedule 14A Attention: Chief Financial Officer. Any such communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. Integritythe Company will initially receive and process a communication before forwarding it to the addressee or addressees. Integritythe Company generally will not forward a stockholder communication to its directors if it determines that such communication is primarily commercial in nature or is abusive, threatening or otherwise inappropriate.

Role of the Board of Directors in Risk Oversight

Integrity’sThe Company’s management has responsibility for managing day-to-day risk and for bringing the most material risks facing Integritythe Company to the Board of Directors’Board’s attention. To facilitate the Board of Directors’Board’s risk oversight responsibility, management provides the Board of Directors with information about its identification, assessment and management of critical risks and its risk mitigation strategies. These matters are further discussed by the Board of Directors with or without the presence of management.

Code of Ethics

IntegrityThe Company has adopted a code of ethics that applies to its Chief Executive Officer and its senior financial officers (currently consisting only of the Chief Financial Officer). This code of ethics is available on Integrity’sthe Company’s website atwww.integrity-app.com.www.glucotrack.com. If Integritythe Company makes any substantive amendments to the code or grants any waiver, including any implicit waiver, from a provision of the code to its principal executive, financial or accounting officer, it will disclose the nature of the amendment or waiver on its website or in a report on a Current Report on Form 8-K filed in accordance with the rules and regulations of the SecuritiesSEC.

Policy Regarding Related Party Transactions

Our Board adopted a written policy contained in our Code of Business Conduct and Exchange Commission (the “SEC”).Ethics regarding transactions with related persons. As a general rule, conducting corporate business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, should be avoided. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee. If such a related party transaction is unavoidable, the nature of the related party transaction must be fully disclosed to our Chief Financial Officer. If determined to be material to the Company by the Chief Financial Officer, our Audit Committee must review and approve in writing in advance such related party transactions. The most significant related party transactions, particularly those involving our directors or executive officers, must be reviewed, and approved in writing in advance by the Board. We must report all such material related party transactions under applicable accounting rules, federal securities laws, SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to such business.

OUR DIRECTORS

The table below sets forth (1)(i) the names and ages of our Directors as of the date of this Proxy Statement, (2)(ii) all positions with the Company presently held by each such person and (3)(iii) the positions held by, and principal areas of responsibility of, each such person during the last five years.

Dr. Robert Fischellhas served as one of Integrity’sGlucoTrack’s directors since 2010. He also serves on Integrity’sGlucoTrack’s Nominating, Governance and Compensation Committee. Dr. Fischell is an inventor and serial entrepreneur with over 160 issued U.S. patents. Starting in 1959, Dr. Fischell spent over 30 years with the Johns Hopkins University Applied Physics Laboratory, which resulted in 53 patents in both aerospace and biomedical technology. His interests at Johns Hopkins then turned to the invention of new medical devices such as pacemakers and implantable heart defibrillators. Starting in 1969, Dr. Fischell began the formation of 14 private companies that licensed his patents on medical devices. These companies include Pacesetter Systems, Inc. (purchased by Siemens and now part of St. Jude Medical, Inc.), IsoStent, Inc. (merged with Cordis Company, a Johnson and Johnson Company), NeuroPace, Inc., Neuralieve, Inc., Angel Medical Systems, Inc., and Svelte Medical Systems, Inc. As it relates to diabetes management devices, he was the inventor of the first implantable insulin pump (which became Minimed, which was sold to Medtronic). Dr. Fischell’s honors include Inventor of the Year for the USA in 1984, election to the National Academy of Engineering in 1989, the Distinguished Physics Alumnus Award of the University of Maryland, and several medals for distinguished accomplishments in science, engineering and innovation. In 2004, Discover magazine gave Dr. Fischell their annual Technology for Humanity award. In 2008, Dr. Fischell received the honorary degree of Doctor of Humane Letters from the Johns Hopkins University in recognition of his many lifesaving inventions. From June 2009 until March 2011, Dr. Fischell was a director of InspireMD, Inc. (OTCBB: NSPR), a medical device company focusing on the development and commercialization of its proprietary stent system, MGuard. Dr. Fischell received his BSME degree from Duke University and MS and Sc.D. degrees from the University of Maryland. At the White House on May 16, 2016, President Obama presented to Dr. Fischell the National Medical of Technology and Innovation, the highest award in the USA for achievements in innovative technology. The Board has determined that Dr. Fischell is suited to serve due to his extensive diabetes and medical device experience.

Shimon RappsLuis Malave was appointedhas served as a Director of the Company since June 22, 2021 and serves on July 31, 2019. He is also Chair of Integrity’sour Audit Committee and Nominating, Governance and Compensation Committee. Mr. Rapps serves as HeadMalavé brings more than 30 years of Investment Banking at Andrew Garrett, Inc., a full-service investment bank providing wealthleadership experience in the MedTech industry, primarily in diabetes management, and corporate advisory services, where he has been employed since early 2005. In this role, he overseesspanning all of Andrew Garrett’s corporate finance, investment banking and corporate advisory activities. His experience spans equity and debt financings, mergers and acquisitions,company stages, from private placements and IPO’s.startups to large-cap publicly listed companies. He has extensive expertise with both publicin product development, operations, marketing, strategic partnerships, and private, emerging growth and middle market companies, and regularly advises CEO’s, CFO’s and BoardsUS FDA regulatory strategy. Since October 2017, Mr. Malavé has served as President of DirectorsEOFLOW CO. Ltd., a company listed on mattersthe Korea Stock Exchange that has developed a wearable disposable insulin pump. From October 2014 to June 2016, he was COO of corporate governance and strategy. He holds the Series 7, 24, 63, and 66 licenses and is a Certified Public Accountant. The Board has determinedMikroscan Technologies. Prior to that, Mr. Rapps is suitedMalavé was the President and CEO of Palyon Medical, maker of an implantable drug-delivery system that spun out from German medical-technology giant Fresenius SE. Prior to serve due toPalyon, he spent nearly a decade at insulin pump maker Insulet Corp., including as its Senior Vice President of Research, Development and Engineering, and as Chief Operating Officer. He also held various senior positions at Medtronic and MiniMed, overseeing product development of various diabetes management devices. Mr. Malavé earned his extensive investment bankingBachelor’s degree in Mathematics and public company experience.Computer Science from the University of Minnesota, a Master’s degree in Software Engineering from the University of St. Thomas, and an MBA from the University of Maryland.

Angela Strand has served as one of Integrity’s directors since March 2016 and was appointed Vice Chairperson of the Board in March of 2017. Ms. Strand is a member of the Audit Committee. Ms. Strand is the founder and Chief Executive Officer of Strand Strategy, a healthcare management and consulting firm. Ms. Strand is also a named inventor with seven issued patents. Ms. Strand formerly served as Vice President of Market Development for Proteus Digital Health, and served in leadership and executive roles for multiple growth-stage companies that had subsequent successful exits including Aerogen (acquired by Nektar Therapeutics, NASDAQ:NKTR), Novacept (acquired by Cytyc, NASDAQ: CYTC, now NASDAQ: HOLX) and FemRx (acquired by J&J). Ms. Strand previously worked for Baxter Healthcare, Federal Express and IBM. Ms. Strand holds a B.Sc. in Communications and an MBA in Marketing from the University of Tennessee. The Board has determined that Ms. Strand is suited to serve due to her extensive healthcare experience. Ms. Strand is not nominated for reelection.

Andrew Sycoffhas served as a Director of the Company since July 8, 2019, and is a member of the Nominating, Governance and Compensation CommitteeCommittee. Mr. Sycoff is the founder, Chief Executive Officer and Chairman of the Board of Andrew Garrett, Inc., a full-service investment bank providing wealth management and corporate advisory services, for which he has served as CEO and Chairman continuously since 1992. Client sectors include high net worth individuals and early to middle market stage companies. Mr. Sycoff holds Series 7 and 24 licenses. Mr. Sycoff has been actively investing in and advising companies for over 25 years and has extensive experience in the areas of securities brokerage, Capital Markets, Corporate Advisory and Mergers & Acquisitions. Mr. Sycoff previously served on the board of Brokerage America and Paragon Industries Corp., an electronics contract manufacturer. The Board has determined that Mr. Sycoff is suited to serve due to his extensive investment banking and public company experience.

Revan Schwartz, JDErin Carter has served as a Director of the Company since August 25, 2023, and is the Chair of its Audit Committee. Ms. Carter brings 30 years of executive level finance experience in the medical device industry. From 2012 until March of 2023, she held various senior roles with Medtronic, most recently serving as Chief Financial Officer and Vice President of Finance for their $9B Neuroscience division. In addition, during her tenure at Medtronic she grew the Gastrointestinal Solutions division from early tech start-up acquisition of $36M to revenue of $450M in 5 years through organic growth and multiple acquisitions. Prior to Medtronic, Ms. Carter served as Director of Finance at Boston Scientific and as VP of Accounting and Reporting at UnitedHealth Group. Prior to that, she served as Assistant Controller for Arterial Vascular Engineering, where she was instrumental in guiding the rapid growth of the company from 200 employees to over 4,000 in under five years. During this time, she managed the integration of two acquisitions and subsequently that company’s sale to Medtronic. Ms. Carter holds a B.S. in Business Administration from California Polytech State University and is a Certified Public Accountant (inactive) in the State of California.

Shimon Rapps was appointed as a Director of the Company on July 31, 2019. He is member of the Audit Committee. Mr. Rapps currently serves as Director of Venture and Private Equity for a New York based single family office and is the founder of Three Strands Capital Group, a boutique merchant banking and investment advisory firm. Previously he served as Head of Investment Banking at Andrew Garrett, Inc., a full-service investment bank and wealth management firm. His experience spans equity and debt financings, mergers and acquisitions, private placements and IPO’s. He has extensive expertise with both public and private, emerging growth and lower middle market companies, and regularly advises CEO’s, CFO’s and Boards of Directors on matters of corporate governance and strategy. He holds the Series 7, 24, 63, and 66 licenses and is a Certified Public Accountant (inactive). The Board has determined that Mr. Rapps is suited to serve due to his extensive investment banking and public company experience.

Allen Danzig has served on our Board since October 31, 2019 and is the Chair of our Nominating, Governance and Compensation Committee. Mr. Danzig most recently served as Vice President, Assistant General Counsel and Assistant Secretary of L3Harris Technologies, Inc., a global aerospace and defense technology contractor, with $17 billion in annual revenue. Prior to its merger with Harris Corporation in June 2019, Mr. Danzig served as Vice President, Assistant General Counsel and Assistant Secretary at L3 Technologies, Inc. where he had been employed since 2006. Prior to his employment at L3, Mr. Danzig served in management positions with Celanese Corporation, a global chemical and specialty materials company, and The Hertz Corporation, one of Integrity’s directors since November 2016the world’s largest vehicle and equipment rental companies. He received his undergraduate degree from Adelphi University and law degree from Pace University School of Law and is a member of the Audit Committee. Mr. Schwartz is an attorney and currently maintains a private law practice. Mr. Schwartz has acted as a sole practitioner lawyer for the last five years. Mr. Schwartz has more than 30 years of experience in corporate and securities law. He held the position of General Counsel for AAA Computer, Hafco International Trading Corporation, Bermil Industries, Viking Credit Corp and The Pride Group. Most recently, Mr. Schwartz was Executive Vice President and General Counsel for Andrew Garrett, Inc., a boutique securities and investment banking firm. While with Andrew Garrett, Mr. Schwartz possessed NASD/FINRA Series 4, 7, 24, 27, 53 and 55 licenses. Mr. Schwartz began his career with the East New York Savings Bank (ENYSB) where he held several administrative and management positions, including a position overseeing a life insurance subsidiary. Mr. Schwartz received a BS, with a major in accounting and a minor in economics, summa cum laude, from New York Institute of Technology, and a JD, cum laude, from St. John’s University. Mr. Schwartz is currently a member of the New YorkState Bar. The Board has determined that Mr. SchwartzDanzig is suited to serve due to his extensive legal and investment bankingcorporate governance experience. Mr. Schwartz is not nominated for reelection.

OUR EXECUTIVE OFFICERS

The table below sets forth the names and ages of our executive officers as of the date of this RegistrationProxy Statement and all positions with the Company presently held by each such person. Immediately following the table is biographical information for each of our executive officers, (other than John Graham, our Chairman and Chief Executive Officer, who resigned effective October 31, 2018), including the positions held by, and principal areas of responsibility of, each such person during the last five years. Biographical information for Mr. Podwalski is included above under the caption “Our Directors.”

David MalkaPaul V Goode, PhD hadmost recently served as Integrity’s Vice President of Operations since March 2012Product Development at Orchestra Biomed where he oversaw development of its implantable cardiac stimulator system for hypertension. Prior to Orchestra, from 2010 until his promotion to PresidentJuly 2019 Paul served in November 2019. From 2003 to 2012, Mr. Malka was a director and Integrity’sseveral executive roles at EndoStim, including Senior Vice President of Operations.R&D, Chief Technology Officer, and Interim CEO. From 2006 through 2010 he served as VP of Research and Development at Metacure and from 2004 through 2006 Mr. Goode served as Director of Engineering at Impulse Dynamics. Prior to joining us,that, Mr. MalkaGoode was employed as Director of Engineering at DexCom and as Senior Engineer at MiniMed. Paul received his BS, MS and PhD degrees from North Carolina State University.

James S Cardwell appointed October 11, 2023 has over 16 years of experience as a Chief Financial Officer and Chief Operating Officer with a concentration in both SEC financial reporting and tax compliance. He has served as a vice presidentthe Chief Operating Officer of operations for Solid Systems from 2000 to 2003. From 1994 to 2000, Mr. Malkathe CFO Squad LLC, an accounting firm, since July 2015. In connection with his role at the CFO Squad LLC, he also served as interim Chief Financial Officer at several public entities and currently serving including Cerro de Pasco Resources, Inc. (CSE:CDPR), a manager of productionCanadian mining company; Stemtech Corporation (OTC:GNTW) , a nutrition supplement company; and purchasing at Kollmorgen-Servotronix,previously served as CFO for NanoVibronix, Inc. (Nasdaq: NAOV), a medical device company; Esports Entertainment Group (Nasdaq: GMBL), an Israeli company specializingesports and online gambling company; Artemis Acquisition Corporation, a SPAC in the Healthcare Industry and others. Mr. Cardwell started his public accounting career at Arthur Andersen & Co. (St. Louis). Mr. Cardwell has extensive experience in corporate structure, financial reporting and modelling, mergers and acquisition, quality of earnings and business analysis, SEC reporting, tax and compliance.

James P Thrower joined the Company in December 2021 as its second U.S. employee. He is a seasoned engineering and global product development leader with a track record of successfully leading large healthcare technology-focused projects across multiple geographies from prototype design developmentthrough clinical trials and manufacture of digital servo control systems.FDA submissions. From 1991June 2019 until December 2021, he held senior positions at Sterling Medical Devices and from 2005 to 1993,June 2019 he held various senior positions at Mindray DS USA Inc. Prior to that Mr. MalkaThrower was a productionsenior software and electrical engineer at DexCom, Inc. He earned his bachelor’s degree in both Electrical Engineering and Computer Engineering, as well as his MSc and PhD in Electrical Engineering from North Carolina State University. He is a published author in numerous industry publications and is a named inventor on over 120 patents.

Mark Tapsak, PhD joined the Company in September 2022 as its Vice President of Technology. Mark brings over 25 years of experience in the diabetes industry as a medical device research scientist, focused on polymer synthesis, polymer characterization, medical device design and inspection workerintellectual property. At GlucoTrack, he will lead the recently announced R&D program for a novel implantable continuous glucose monitoring system (CGM) for those with Type 1 diabetes. Mark joins the Company from Diabetic Health, Inc., a developer of specialty coatings utilized in continuous glucose monitoring sensors and insulin infusion sets, where he served as President. Over his career, Mark held senior positions at TFL Time & Frequency Systems Ltd. Mr. Malkaseveral diabetes management companies including as Senior Scientist at DexCom where he oversaw sensor electrochemical performance, biointerface design and membrane technology, and as Senior Chemist at Medtronic, Inc. He has also taught as a degreeProfessor of Chemistry and Biochemistry and served as the Assistant Dean of Science and Technology and as Dean of Graduate Programs and Sponsored Research at Bloomsburg University. He has authored dozens of industry publications with thousands of citations and is a named inventor of 68 patents, of which over 50 are DexCom assigned patents. He received his Bachelor of Educational Studies in practical engineering - industrial managementChemistry and Photographic Sciences from St. Cloud State University and his PhD in Polymer Chemistry from the InstituteUniversity of Work & Production Productivity, Tel-AvivSouthern California.

Drinda Benjamin joined the Company in July 2023 as its Vice President of Marketing. Drinda has 25 years of experience in the medical device industry from diabetes to surgical robotics. She brings extensive diabetes device experience with a focus on the commercialization of health technology. Within diabetes, she has past experiences in product development, strategic marketing, and both upstream and downstream marketing in the areas of blood glucose monitoring, continuous glucose monitoring (CGM), insulin delivery and closed loop systems. Drinda joins the company from Intuity Medical where she developed and executed commercial strategies for a novel integrated blood glucose monitoring system. Prior to this, she led business development, partnership strategy and closed loop system programs for Senseonics, manufacturer of the 1st implantable CGM launched in the US and Europe. She has also held marketing roles with Abbott Diabetes Care and Medtronic Diabetes. Drinda has an M.B.A. from Georgetown University’s McDonough School of Business and a Bachelor of ArtsScience in Engineering degree in management from the Open University in Israel.

Jolie Kahnhas an extensive background in corporate finance and corporate and securities law. She has been the proprietor of Jolie Kahn, Esq. since 2002. Ms. Kahn has also acted in various corporate finance roles, including extensive involvement of preparation of period filings and financial statements and playing an integral part in public company audits. She also works with companies and hedge funds in complex transactions involving the structuring and negotiation of multi-million-dollar debt and equity financings, mergers, and acquisitions. Ms. Kahn has practiced law in the areas of corporate finance, mergers & acquisitions, reverse mergers, and general corporate, banking, and real estate matters. She represents both public and private companies, hedge funds, and other institutional investors in their role as investors in public companies. Ms. Kahn holds a BA from Cornell University and a J.D.magna cum laude from the Benjamin N. Cardozo School of Law.Princeton University.

Eugene Naidis has served as Integrity’s Vice PresidentFamily Relationships

There are no family relationships among any of Research and Development since 2010 and has an extensive experience in software development and management of R&D projects. Over the past 15 years, he has lead complex projects in the field of industrial and medical measurement devices and applications. Mr. Naidis was involved (software development and management) in the invention of a symbiotic approach, revolutionary vibration-based percussion technology to determine the presence of content inside pipes; electromagnetic based, high-precision thickness measurement system; a system for non-contact, continuous measurement of liquid and solid levels in storage containers, based on ultrasonic technology. Mr. Naidis holds BSc. in Metallurgy Engineering and Masters of Science in Metallurgy and Computer Engineering.our executive officers or directors.

CORPORATE GOVERNANCE

Section 16(a) Beneficial Ownership Reporting ComplianceComposition of our Board of Directors

Section 16(a)Our Board currently consists of six directors. Our Amended and Restated Certificate of Incorporation and Bylaws provide that our Board can consist of not less than one director nor more than 15 directors. The number of directors is fixed by our Board. Our Bylaws also provide that a majority of the Exchange Act and regulationstotal number of directors then in office will constitute a quorum for a meeting of the SEC thereunderrequiresBoard. At each Annual Meeting of stockholders, directors will be elected for a one-year term, until his or her successor is elected at our officers andAnnual Meeting or his or her death, resignation or removal, whichever is earliest to occur. When considering whether directors and persons who own more than 10% ofhave the experience, qualifications, attributes or skills, taken as a registered classwhole, to enable our Board to satisfy its oversight responsibilities effectively in light of our equity securitiesbusiness and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to file reportsthe size and nature of ownership and changes of ownershipour business.

Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with the SEC. Nasdaq Rule 5606, as self-disclosed by our directors.